0001193125-12-146402 Sample Contracts

AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT for MassMutual Select Fundamental Growth Fund
Investment Management Agreement • April 2nd, 2012 • Massmutual Select Funds • Massachusetts

This Amended and Restated INVESTMENT MANAGEMENT AGREEMENT (the “Management Agreement”), dated as of February 22, 2012, is between Massachusetts Mutual Life Insurance Company, a mutual life insurance company organized under the laws of the Commonwealth of Massachusetts (the “Manager”), and MassMutual Select Funds, a Massachusetts business trust (the “Trust”), on behalf of its series MassMutual Select Fundamental Growth Fund (formerly known as MassMutual Select NASDAQ-100® Fund) (the “Fund”).

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INVESTMENT SUBADVISORY AGREEMENT for MassMutual Select Fundamental Growth Fund
Investment Subadvisory Agreement • April 2nd, 2012 • Massmutual Select Funds • Massachusetts

This Investment Subadvisory Agreement (this “Subadvisory Agreement”), is by and between Wellington Management Company, LLP (the “Subadviser”) and Massachusetts Mutual Life Insurance Company, a mutual life insurance company organized under the laws of the Commonwealth of Massachusetts (“MassMutual”), for the MassMutual Select Fundamental Growth Fund (the “Fund”), a series of MassMutual Select Funds (the “Trust”), a Massachusetts business trust which is an open-end management investment company registered as such with the Securities and Exchange Commission (the “Commission”) pursuant to the Investment Company Act of 1940, as amended (the “Act”), effective as of the 22nd day of February, 2012.

EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • April 2nd, 2012 • Massmutual Select Funds

This EXPENSE LIMITATION AGREEMENT (the “Agreement”) is between Massachusetts Mutual Life Insurance Company, a Massachusetts life insurance company (the “Manager”), and MassMutual Select Funds, a Massachusetts business trust (the “Trust”), effective as of the 2nd day of April, 2012.

Amendment dated February 16, 2012 to Administrative and Shareholder Services Agreements
Administrative and Shareholder Services Agreements • April 2nd, 2012 • Massmutual Select Funds

WHEREAS, MassMutual Select Funds (the “Trust”) on behalf of each of its series as set forth on Appendix A (each a “Fund” and together the “Funds”) and Massachusetts Mutual Life Insurance Company (the “Manager”) have entered into Administrative and Shareholder Services Agreements (the “Agreements”).

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